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Date Last Updated: April 11, 2017

CONSUMER ACQUISITION - GENERAL TERMS OF USE

Consumer Acquisition, LLC, a California, USA limited liability corporation ("Consumer Acquisition") provides the Consumer Acquisition Subscription Services ("Subscription Services" means Consumer Acquisition's hosted, online software application and such other products and services as Consumer Acquisition may designate from time-to-time and any optional third party services ordered by You and provided to You through Consumer Acquisition in connection with the Subscription Services.) through our website accessible at https://adrules.consumeracquisition.com/ (the "Site"). This Agreement between Consumer Acquisition and you governs Your access to the use of the Subscription Services and constitutes a binding legal agreement between You and Consumer Acquisition ("Agreement" defined as this Agreement and any amendments thereto and the any applicable Order Forms executed by You)(the "Terms of Use" defined as the content of this Agreement)( "Order Form" means a Consumer Acquisition Subscription Services order form that specifies the Fees, configuration, subscription period and other details of the Subscription Services to be provided by Consumer Acquisition). "You" and "Your" as used in this Agreement shall refer and apply to any agent of a company or agent of some other legal entity seeking to enter into this Agreement with Consumer Acquisition.

1. OBLIGATIONS OF CONSUMER ACQUISITION

1.1 Subscription Services.

(A) Subject to the terms of this Agreement, Consumer Acquisition will make the Subscription Services available to You during the Term of the Agreement and any renewal Term ("Term" defined as the subscription period specified in the applicable Order Form(s)). The parties agree that Consumer Acquisition may make the Subscription Services available to certain of Your Affiliates ("Affiliate" defined as an entity that, directly or indirectly, through one or more intermediaries, owns or controls, is owned or controlled by, or is under common ownership or control with, a party; as used in this definition, the term "control" means the ownership of at least 50% of the equity of that entity or possessing the power to direct or cause the direction of the management of that entity), provided that each such Affiliate enters into an Order Form with Consumer Acquisition which will include billing information for such Affiliate, and that such Affiliate will be bound by the terms and conditions of this Agreement.

(B) You agree to the terms of this Agreement and represent and warrant that You shall only allow Authorized Users to use the Service ("Authorized User" defined as Your employees, consultants, contractors, customers or agents that (i) have been assigned a unique username-password combination to access and use the Subscription Services, (ii) have registered on-line to access and use the Subscription Services, (iii) agree to comply with this Agreement and (iv) are at least 18 years old). Any access to, or use of the Subscription Services by anyone under 18 years old is expressly prohibited.

1.2 Data Security and Storage.

Consumer Acquisition shall maintain appropriate security practices to store the Subscriber Data ("Subscriber Data" means proprietary data (that does not include personally identifiable information) and information input or authorized to be input by You or by any Authorized Users into, and stored by, the Subscription Services). In the event of any loss or corruption of Subscriber Data, Consumer Acquisition shall use its commercially reasonable efforts to restore the lost or corrupted Subscriber Data from the latest backup of such Subscriber Data maintained by Consumer Acquisition. Consumer Acquisition shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Subscriber Data caused by any third party not under the direction or control of Consumer Acquisition. CONSUMER ACQUISITION'S EFFORTS TO RESTORE LOST OR CORRUPTED SUBSCRIBER DATA PURSUANT TO THIS SECTION 1.3 SHALL CONSTITUTE CONSUMER ACQUISITION'S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF SUBSCRIBER DATA. Consumer Acquisition reserves the right to establish or modify its general practices relating to storage of Subscriber Data.

2. YOUR OBLIGATIONS

2.1 Marketing Support.

During the Term, You grant Consumer Acquisition the right to (a) publish Your corporate logo on its website and in marketing materials that include examples of Consumer Acquisition customers and (b) publicly acknowledge You as a Consumer Acquisition customer in a press release, the content of which, Consumer Acquisition and You shall mutually approve in advance. In addition, if You and Consumer Acquisition mutually agree, You will participate in a Consumer Acquisition customer case study, provided that Consumer Acquisition covers the costs of Your participation.

2.2 Enforcement.

You are responsible for Your and Your Authorized Users' use of the Subscription Services. You shall promptly notify Consumer Acquisition of any suspected or alleged violation of the Agreement including any unauthorized use of any password or account or any other known or suspected breach of security. Consumer Acquisition may suspend or terminate any Authorized User's access to the Subscription Services upon notice to You in the event that Consumer Acquisition reasonably determines that such Authorized User has violated the Agreement.

2.3 Telecommunications and Internet Services.

You acknowledge and agree that the use of the Subscription Services by You and by any Authorized Users is dependent upon access to telecommunications and Internet services, which You must acquire and maintain at Your own cost and expense, including, without limitation, any and all fees and taxes of any kind related to the foregoing. Consumer Acquisition shall not be responsible or liable for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

2.4 Third Party Interactions.

During Your use of the Subscription Services, You or Your Authorized Users may maintain accounts with Publishers ("Publisher(s)" means one or more third parties, who provide You and/or Your Authorized Users with advertising services that may be accessed through the Subscription Services) that may be accessed via the Subscription Services. Any such advertising services shall be subject to the terms and conditions of Your arrangements with such Publishers, and Consumer Acquisition hereby disclaims any and all responsibilities and liabilities related thereto.

2.5 Authority.

If You accept or agree to this Agreement on behalf of a company or other legal entity by executing an Order Form referencing this Agreement, You represent and warrant that You have the authority to bind such company or other legal entity to this Agreement.

2.6 Restrictions on Use of the Services.

(A) You shall not allow access to or use of the Subscription Services by anyone other than Authorized Users. You shall not: (i) copy, modify, distribute, resell or rent any portion of the Subscription Services; (iii) disassemble, decompile or reverse engineer the Subscription Services or allow any third party to do so, except to the extent such restrictions are prohibited by law; or (iv) transfer any of Your rights hereunder to any third party, except in connection with a permitted assignment of the Agreement.

(B) Notwithstanding the foregoing, You may make the Subscription Services available to Your customers in conjunction with the provision of advertising services to such customers, as part of Your ordinary business activity, provided that the use by Your customers of the Subscription Services shall be subject to all of the restrictions under the Agreement, including, but not limited to, the restrictions under this Section 2.7.

(C) You shall use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others, and You shall not attempt to gain unauthorized access to the Subscription Services or its related systems or networks. You shall not use the Subscription Services to knowingly transmit any unsolicited commercial communications in violation of applicable laws, or to send or store via the Subscription Services (i) materials or information which may violate intellectual property rights or other proprietary rights of third parties, or which have been unlawfully obtained or (ii) materials containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. You shall keep confidential and not disclose to any third parties, and shall ensure that Authorized Users keep confidential and do not disclose to any third parties, any user identifications, account numbers and account profiles for the Subscription Services.

(D) If you use the Subscription Services to communicate about or administer a promotion (such as a contest or sweepstakes), you are responsible for the lawful operation of that promotion, including the official rules, offer terms and eligibility requirements (e.g., age and residency restrictions), and compliance with regulations governing the promotion and all prizes offered in connection with the promotion (e.g., registration and obtaining necessary regulatory approvals). Please note that compliance with these guidelines does not constitute the lawfulness of a promotion. Promotions are subject to many regulations and if you are not certain that your promotion complies with applicable law, please consult with an expert.
  1. Promotions must include the following:
    1. A complete release of Consumer Acquisition by each entrant or participant.
    2. Acknowledgment that the promotion is in no way sponsored, endorsed or administered by, or associated with, Consumer Acquisition.
    3. Disclosure that the participant is providing information to [disclose recipient(s) of information] and not to Consumer Acquisition.
  2. You must not condition registration or entry upon the user taking any action using any Consumer Acquisition features or functionality other than connecting to your app or web site.
  3. You must not use Consumer Acquisition features or functionality as a promotion's registration or entry mechanism. For example, you cannot use a feature of Subscription Services to automatically register or enter a promotion participant.
  4. Definitions:
    1. By "administration" we mean the operation of any element of the promotion, such as collecting entries, conducting a drawing, judging entries, or notifying winners.
    2. By "communication" we mean promoting, advertising or referencing a promotion in any way via the Subscription Services on websites or otherwise.
We reserve the right to reject or remove Pages for any reason. These terms are subject to change at any time.

3. FEES

(A) In consideration for Consumer Acquisition providing the Subscription Services, You shall pay to Consumer Acquisition all the applicable Fees ("Fees" means the subscription fees and other charges specified in the applicable Order Form(s)), as provided for in the Order Form, including any third party API costs (i.e., Publisher API costs) that may be billed to Consumer Acquisition by Your Publishers in the course of providing the Subscription Services to You. All Fees shall commence on the first day of the Term as specified in the Order Form. Consumer Acquisition will either invoice You for the monthly minimum Fees or the Fees calculated from the percent of spend rate if media activity is Linked to ("Linked to" means the media activity is viewable in the Subscription Services) the Subscription Services. Monthly minimum Fees will be due if You make no use of the Subscription Services during a particular month or if Your use of the Subscription Services does not meet the usage minimum specified in the Order Form.

(B) If You incur third party API costs through your use of the Subscription Services and such API costs are billed to Consumer Acquisition by the Publishers or API providers as a result, Consumer Acquisition will invoice You all such API costs at no additional mark up and You agree to pay Consumer Acquisition for such API costs.

(C) You agree to provide Consumer Acquisition with complete and accurate billing and contact information in the Order Form.

(D) At the end of each month, Consumer Acquisition will automatically issue an invoice to You or bill Your credit card for the Subscription Services. Consumer Acquisition in its sole discretion reserves the right (i) to bill You in advance for the minimum monthly Fees as specified in the Order Form and to bill You at the end of each month for any Fees in excess of the minimum Fee or (ii) to provide You with a single invoice at the end of each month for all Fees. Each invoice is due and payable 30 days following the invoice date (subject to credit approval). If You believe in good faith that Your invoice is incorrect, You must contact Consumer Acquisition in writing within 10 days of the invoice date and describe (in reasonable detail) the amount of the disputed charges and the reason for Your good faith disagreement. If Consumer Acquisition has not received payment of invoiced amounts within 10 days after the due date, interest shall accrue on the past due amounts at the rate of one and 1.5% per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Consumer Acquisition. You shall reimburse Consumer Acquisition for the reasonable costs of collection, including reasonable fees and expenses of attorneys. If Your account is 15 days or more overdue, in addition to any of its other rights or remedies, Consumer Acquisition reserves the right to suspend the Subscription Services provided to You, without liability to You, until such amounts are paid in full.

(E) Consumer Acquisition shall not be responsible for any fees Your financial institution may impose upon You in the payment of Your invoice (including without limitation any transfer fees).

(F) Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Consumer Acquisition's net income. All pricing terms other than those publicly disclosed on Consumer Acquisition's website are confidential, and You agree not to disclose them to any third party.

4. CONFIDENTIALITY

4.1 Definition and Exclusions.

By virtue of the Agreement, the parties may have access to each other's Confidential Information ("Confidential Information" defined as any written, machine-reproducible and/or visual materials that are labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within 30 days after disclosure). Consumer Acquisition Confidential Information includes, without limitation, the Subscription Services and any software used for the provision of the Subscription Services, whether in source or executable code, documentation, nonpublic financial information, pricing other than pricing publicly disclosed on Consumer Acquisition's website, business plans, techniques, methods, processes, and the results of any performance tests of the Subscription Services. Subscriber Data is deemed Your Confidential Information. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

4.2 Use and Nondisclosure.

During the Term and for a period of three years after expiration or termination of the Agreement, neither party shall make the other's Confidential Information available to any third party or use the other's Confidential Information for any purposes other than exercising its rights and performing its obligations under the Agreement. You understand and agree that Consumer Acquisition will disclose the Subscriber Data to Publishers for the purpose of providing the Subscription Services to You. Each party shall take all reasonable steps to ensure that the other's Confidential Information is not disclosed or distributed by its employees or agents in violation of the Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other's Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency's request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency's authority to receive such Confidential Information. Furthermore, You acknowledge and agree that, upon expiration or termination of the Agreement, Consumer Acquisition shall either destroy or deliver Subscriber Data back to You pursuant to Section 7.3, and shall have no other obligation to You regarding such Subscriber Data under the Agreement.

5. PROPRIETARY RIGHTS

(A)Subject to the limited rights expressly granted to You hereunder, Consumer Acquisition and its' licensors exclusively own and retain all rights, title and interest in and to the Subscription Services (including all copies of any software used for the provision of the Subscription Services), including all Intellectual Property Rights ("Intellectual Property Rights" defined as patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, with respect to Consumer Acquisition, data generated by or otherwise derived from Your use of Subscription Services and any other intellectual property rights recognized in any country or jurisdiction in the world) therein or relating thereto. All rights not expressly granted to You are reserved by Consumer Acquisition.

(B) You hereby grant to Consumer Acquisition a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, modify and incorporate Your Feedback ("Feedback" defined as comments, and suggestions for improvements relating to the Subscription Services provided by You to Consumer Acquisition) into the Subscription Services and to further market, distribute and sell the Subscription Services with Your Feedback incorporated therein.

(C) Notwithstanding any other term or provision of this Agreement, Consumer Acquisition may extract from data gathered by the Platform in connection with this Agreement any data or information that does not personally identify the Client or any advertising customer of Client ("Data") and such Data may be used and disclosed by Consumer Acquisition for any lawful business purpose, including without limitation to further improve the Platform, provided that the Data may only be disclosed without identifying in any manner the identities of the Client or Client's advertising customers. All analyses or other uses of the Data made by Consumer Acquisition shall be Consumer Acquisition's intellectual property. In addition, Client acknowledges that, except to the extent prohibited by a Third Party Site, the Platform may use cookies and other technologies for purposes of measuring advertisement performance and targeting advertising, including creation of demographic and interest profiles of end users, provided that outside of Facebook and Twitter native targeting, Consumer Acquisition will not provide any customer other than Client the ability to specifically target advertising to an end user solely for reason of that end user viewing or interacting with a Client's advertisement.

6. WARRANTY AND LIMITATION OF LIABILITY

6.1 Warranty for Subscription Services.

Consumer Acquisition warrants that (i) the Subscription Services shall perform materially in accordance with the description of the Subscription Services in Consumer Acquisition's Online Help website, which may be updated from time to time by Consumer Acquisition, and (ii) the Subscription Services will not contain or transmit to You any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

6.2 Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES AND ANY OTHER PRODUCTS OR SERVICES RELATED THERETO ARE PROVIDED "AS IS" AND AS AVAILABLE WITHOUT ANY WARRANTY, IMPLIED OR OTHERWISE, EXCEPT AS STATED IN SECTION 6.1 ABOVE. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES MAY UTILIZE OR INTERACT WITH SYSTEMS AND TECHNOLOGIES OF FACEBOOK OR OTHER PLATFORMS THAT ARE IN BETA OR TEST MODE AND THAT SOME PORTION OF THE SUBSCRPTION SERVICES MAY BE IN BETA OR TEST MODE, AND YOU ACCEPT THAT SUCH PORTIONS OR PROGRAMS ARE PROVIDED ON AN "AS IS" AND "WHEN AVAILABLE" BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SUBJECT MATTER OF THE AGREEMENT OR THE SUBSCRIPTION SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, CONSUMER ACQUISITION DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. CONSUMER ACQUISITION FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CONSUMER ACQUISITION FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CONSUMER ACQUISITION OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY. IN NO EVENT SHALL EITHER PARTY OR ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, ATTORNEYS, LICENSORS, OR LICENSEES BE LIABLE TO OTHER PARTY FOR ANY INDIRECT OR DIRECT LOST PROFITS, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE PROSPECT OF SUCH DAMAGES. EXCEPT FOR EACH PARTY'S OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY), AND SECTION 8 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY OR TO THE PARTY UNDER THIS AGREEMENT – AND SPEFICALLY NO LIABILITY SHALL BE DETERMINED OR CALCULATED BASED ON THE SUCCESS OR LACK OF SUCCESS OF ANY CAMPAIGN OR ADVERTISING PROGRAM BY YOUR USE OF THE SUBSCRIPTION SERVICES OR THE LOSS OF SALES OR UPTIME DUE TO CHANGE OF API'S BY SOCIAL NETWORKS SUCH AS FACEBOOK, INSTAGRAM, PINTEREST OR THE LIKE. A PARTIES' ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT MAY BE DEPENDENT ON THE OTHER PARTY FULFILLING ITS OBLIGATIONS. NO PARTY SHALL NOT BE LIABLE FOR ANY COSTS, CHARGES OR LOSSES SUSTAINED BY THE OTHER PARTY ARISING DIRECTLY FROM ANY FAILURE OF THE NON-PERFORMING PARTY TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT.

7. TERM AND TERMINATION

7.1 Term.

The Agreement shall commence on the Effective Date ("Effective Date" defined as the date the initial Order Form is signed by You and Consumer Acquisition) and shall remain in effect so long as the current or any subsequent Order Form for the Subscription Services that references this Agreement is in effect.

7.2 Termination for Cause.

Either party may terminate the Agreement upon written notice (i) if the other party materially breaches the Agreement and fails to correct the breach within 10 days following written notice specifying the breach; provided that the cure period for any default with respect to payment shall be 5 business days, (ii) if there is an adjudication of bankruptcy of any party under any bankruptcy or insolvency law, or (iii) if a receiver for business or property of the other property is appointed or the other party makes any general assignment for the benefit of its creditors. In addition, Consumer Acquisition may terminate an account for which Consumer Acquisition is not charging You a fee at any time in its sole discretion.

7.3 Rights and Obligations Upon Expiration or Termination.

(A) Upon expiration or termination of the Agreement, Your and Your Authorized Users right to access and use the Subscription Services shall immediately terminate, You and Your Authorized Users shall immediately cease all use of the Subscription Services, and You shall return to Consumer Acquisition and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to Consumer Acquisition.

(B) Consumer Acquisition may destroy or otherwise dispose of any Subscriber Data in its possession unless Consumer Acquisition receives, no later than 30 days after the expiration or termination date of the Agreement, a written request to deliver to You the then-most recent back-up of the Subscriber Data. Consumer Acquisition shall make commercially reasonable efforts to deliver such back-up copy to You within 30 days of receipt of such request. If requested by Consumer Acquisition, You shall pay all reasonable expenses incurred by Consumer Acquisition in returning Subscriber Data to You. You agree and acknowledge that Consumer Acquisition has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, after 30 days from the expiration or termination date.

(C) Notwithstanding the foregoing, if the Agreement is terminated as a result of Your breach, Consumer Acquisition shall have no obligation to deliver any copy of the Subscriber Data to You, and may delete such Subscriber Data at any time.

(D) Upon expiration or termination of the Agreement, Consumer Acquisition shall cease use of Your corporate logo within 180 days; provided, however, that (i) Consumer Acquisition shall have a reasonable time to remove Your corporate logo from Consumer Acquisition's website as well as from any promotional materials, (ii) Consumer Acquisition shall be entitled to distribute all of the promotional materials printed during the Term that include Your corporate logo, and (iii) Consumer Acquisition shall not be required to remove any such printed materials from circulation.

7.4 Survival.

Section 3 shall survive any expiration or termination of the Agreement for so long as either of the parties has any rights, duties or obligations thereunder. Sections 1.2, 4, 5, 6.2, 7.3, 7.4, 8, 9, 10 and 11 shall survive any expiration or termination of the Agreement.

8. INDEMNIFICATION

Each party (an "Indemnifying Party") will indemnify, defend and otherwise hold harmless the other party (the "Indemnified Party"), its officers, directors, employees, agents and subsidiaries from and against any claim or suit brought by a third party against the Indemnified Party relating to, or resulting from, the Indemnifying Party's breach or alleged breach of the Agreement, violation a third party's Intellectual Property Rights, or any of the Indemnifying Party's representations and warranties hereunder. The Indemnified Party will promptly notify the Indemnifying Party of any and all such claims and will reasonably cooperate with the Indemnifying Party with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the Indemnified Party in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement will require the Indemnified Party's written consent (to be granted or withheld at the Indemnified Party's sole discretion) and the Indemnified Party may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.

9. LIMITATION OF LIABILITY.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF ITS OBLIGATIONS HEREIN REGARDING CONFIDENTIAL INFORMATION, A BREACH OF SECTION 1.2, OR IN CONNECTION WITH THE INDEMNIFICATION OF THIRD PARTY CLAIMS RELATING TO INFRINGEMENT OF SUCH THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND (B) NOTWITHSTANDING ANY OTHER PROVISIONS OF THE AGREEMENT, IN NO EVENT SHALL CONSUMER ACQUISITION'S AGGREGATE LIABILITY TO YOU AND ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT OR YOUR ACCESS TO AND USE OF THE SUBSCRIPTION SERVICES EXCEED THE TOTAL MONTHLY SUBSCRIPTION FEES PAID OR PAYABLE BY YOU IN THE 12 MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

10. DMCA and Copyright Take Down Policy

Consumer Acquisition respects the intellectual property of others, and we ask our users to do the same. Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Consumer Acquisition may disable and/or terminate the accounts of users in accordance with this policy. If you believe that your work has been copied in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, you can request that we take down the infringing material by filing a DMCA Notice with Consumer Acquisition. If your material has been removed as a result of a DMCA Notice, you may file a Counter-Notice requesting that the material be restored. Please note that we do not make any legal decisions about the validity of your claims. Anyone making a false or fraudulent Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney's fees. If you are unsure of whether certain material infringes your copyright, contact an attorney. Notices and Counter-Notices are legal notices distinct from regular Subscription Services and website activities or communications. As such, they are not subject to Consumer Acquisition Privacy Policy. This means we may publish or share them with third parties at our discretion, and we may produce them pursuant to a legal discovery request.

Filing A DMCA Notice

To file a DMCA Notice with Consumer Acquisition, you must send us a written letter by fax, regular mail, or email. When we receive a clear and valid Notice pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing material or blocking access to it. We may contact the Notice provider to request additional information. We reserve the right to ignore a Notice that is not in compliance with the DMCA. Your Notice must include the following:
  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed, or, in the case of multiple copyrighted works, a representative list of such works.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Consumer Acquisition to locate the material.
  • Information reasonably sufficient to permit Consumer Acquisition to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • The following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

Filing A DMCA Counter-Notice

If your material has been removed or blocked by us as a result of a DMCA Notice, you may send us a Counter-Notice asking for the allegedly infringing material to be restored. When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the allegedly infringing material and we will reinstate the allegedly infringing material, unless that party obtains a court order supporting its removal. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA. Your Counter-Notice must include the following:
  • A list and description of all material(s) that were removed by Consumer Acquisition and the location at which the material(s) appeared before it/they was/were removed.
  • Your name, address, telephone number and email address (if available).
  • A statement that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located (or San Francisco, California if your address is outside of the United States);
  • A statement that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us.
  • The following statement: "I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
  • Your Signature.
DMCA Notices and Counter-Notices should be sent to Consumer Acquisition's Agent for Notice of Claims of Copyright or Other Intellectual Property Infringement as follows: By mail:
Consumer Acquisition – DMCA Notice
725 Barleta Court
Livermore, CA 94550
By email:

accounts@consumeracquisition.com
Consumer Acquisition's Agent may also be reached by phone at (818) 679-4269.

11. GENERAL

11.1 Governing Law.

The Agreement and all matters arising out of or relating to the Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions; provided that the Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. If You are outside of the United States, the parties agree that rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any legal action or proceeding relating to the Agreement shall be brought exclusively in the courts located San Francisco, California. You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

11.2 Waiver.

The waiver by either party of any default or breach of the Agreement shall be in writing and shall not constitute a waiver of any other or subsequent default or breach.

11.3 Severability.

In the event any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

11.4 Force Majeure.

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

11.5 Compliance with Laws.

Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States.

11.6 Relationship Between the Parties.

Nothing in the Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent.

11.7 Assignment.

Neither party may assign the Agreement without prior written consent of the other party unless in connection with a merger, acquisition, or sale of all or substantially all of Consumer Acquisition's or Your assets, and provided that the surviving entity has agreed to be bound by the Agreement. Notwithstanding the foregoing, Consumer Acquisition may assign the Agreement to any of its Affiliates without Your prior consent.

11.8 Entire Agreement.

This Agreement together with each Order Form, which is hereby incorporated by reference, and any exhibits hereto constitutes the complete and exclusive agreement between You and Consumer Acquisition concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of the Agreement. Any modification or amendment of any provision of the Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. In the event of any inconsistency between the applicable Order Form and this Agreement (or its exhibits), this Agreement (or its exhibits) shall control, unless the Order Form expressly states that such term supersedes the conflicting term of this Agreement.

11.9 Equitable Relief.

You acknowledge that a breach by either party of any confidentiality or proprietary rights provision of the Agreement may cause that party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, either party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

11.10 No Third-Party Beneficiaries.

The Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to the Agreement may enforce it.

11.11 Certain Conflicts.

In the event of a conflict between the Agreement and the Privacy Policy, the Agreement shall prevail. In the event of a conflict between the Agreement and the Order Form, the Order Form shall prevail. The Agreement and the Order Form governs Your access to the use of the Subscription Services and constitutes a binding legal agreement between You and Consumer Acquisition.

11.12 Counterparts.

The Agreement may be executed in counterparts, each of shall constitute an original, and all of which shall constitute one and the same instrument.

11.13 Social Network Billing Credentials.

The Platform will be linked to one or more of Client's Facebook Business Manager advertising accounts or other social network platform accounts as described in a Campaign Description, and will manage ad operations within these accounts. Prior to the start of a campaign, Client shall establish billing credentials with Facebook or the applicable social network and Client will be billed directly by Facebook or applicable social network for the impression expense generated through the Platform separately from the licensing fees or service fees payable to Consumer Acquisition. Client agrees to timely pay the applicable social network for such expenses.

11.14 Notice.

Consumer Acquisition may give notice to You by e-mail to Your e-mail address on record in Consumer Acquisition's account information. You may give notice to Consumer Acquisition by sending an email to legal@consumeracquisition.com.

11.15 Nonsolicitation of Employees.

For the term of this Agreement and for one (1) year subsequent to its termination, neither party nor its affiliates will hire or solicit for hire any employee or consultant of the other party. Nothing herein shall preclude generalized searches by either party for employees through the use of advertisement in the media (including on job or message boards) that are not specifically directed at the employees of the other or the hiring of any such persons as a result of any such advertisement.

11.16 Headings.

The headings in this Agreement are for the convenience of reference only and have no legal effect.

CONSUMER ACQUISITION CREATIVE MARKETPLACE - TERMS OF USE

Consumer Acquisition, LLC, a California, USA limited liability corporation ("Consumer Acquisition") provides the Consumer Acquisition Subscription Services ("Subscription Services" means Consumer Acquisition's hosted, online software application and the CA Creative Marketplace ("Creative Marketplace") which means the marketplace for Designer's to respond to Creative project requests from Advertisers (all as further described herein) and such other products and services as Consumer Acquisition may designate from time-to-time through our website accessible at https://adrules.consumeracquisition.com/ (the "Site"). This Agreement between Consumer Acquisition and you specifically governs Designers (defined below) providing Creatives (defined below) as part of the Creative Marketplace and Advertisers using the Creative Marketplace. Your access to, and the use of, the Creative Marketplace constitutes a binding legal agreement between You and Consumer Acquisition ("Agreement" defined as this Agreement and any amendments thereto and the any applicable Order Forms executed by You in the event of usage of Managed Services provided by Consumer Acquisition to Advertisers ("Managed Services" meaning the hiring of Consumer Acquisition by an Advertiser to provide Creatives and manage the implementation of such Creatives on the Creative Marketplace)(the "Terms of Use" defined as the content of this Agreement)( "Order Form" means a Consumer Acquisition Managed Services order form that specifies the Fees, configuration, creative specifications and other details of the Managed Services to be provided by Consumer Acquisition to an Advertiser. This Agreement incorporates by reference certain provisions of the Consumer Acquisition General Terms of Use Agreement at https://adrules.consumeracquisition.com/terms/ ("Consumer Acquisition General Terms of Use").

The following words in "bold" shall have the definitions as set forth by such word:

Acceptance in all its forms means (a) Selection; and (b) the successful live deployment of the Creative. Designers are not paid upon Acceptance.

Advertiser IP means all IP, including materials, source files, information, brands, marks, logos, names, data, intellectual property and other information, that are provided by the Advertiser to the Designer for the purposes of producing the Creatives, and all IP produced by the Designer in connection with producing the Creatives that are derived from such materials.

Applicable Platform means Facebook and/or other applicable online media platforms as determined from time to time in the sole discretion of Consumer Acquisition.

Creatives means any advertising materials or creatives that a Designer may post and offer to sell in accordance with these Terms in response to an Advertisers posted criteria for Creatives sought by Advertiser or that Consumer Acquisition may create for an Advertiser in the case of Managed Services provided by Consumer Acquisition for an Advertiser.

Creative Marketplace means the Consumer Acquisition Creative Marketplace located at https://adrules.consumeracquisition.com/ which is designed to (a) provide a platform for Designers to pitch Creatives to Advertisers according to Advertiser specifications and (b) to allow Consumer Acquisition to provide Managed Services to Advertisers if such Advertisers wish to purchase such services.

Including in all its forms is construed without limitation.

IP means all proprietary and intellectual property rights worldwide, including without limitation any and all copyrights, trademarks, utility patents, design patents, industrial registrations, trade secrets, moral rights, character rights, sui generis protection, rights of publication, rights of privacy and trade dress (including without limitation any pending registrations, applications, divisionals, continuations, derivatives, reissues, and reexaminations associated therewith).

Payment Conditions means (a) Selection; (b) (without duplication) Acceptance ; (c) the running of a minimum of 1001 impressions by Advertiser; (d) Consumer Acquisition's own receipt of the corresponding payment from the Advertiser for the Creatives; and (e) the Designer's account is connected to a PayPal account, or other payment services as selected by Consumer Acquisition. Designers are paid only if all (and not part only) Payment Conditions are met. Payment terms for Advertisers are as set forth at: http://www.consumeracquisition.com/Pricing/

Performance Criteria means the performance criteria that are stated in the applicable Creative Brief.

US$ means the lawful currency for the United States of America.

Selected in all its forms means that Advertiser has chosen the Creatives for use in accordance with these Terms. Designers are not paid upon Selection, but only after Advertiser has used such Creative produced by Designer for a minimum of 1001 impressions.

Creative Brief means the Creative Brief that sets out the Advertiser's performance criteria, specifications, conditions and requirements for Creatives. For the purposes of these Terms, any references to Creative Brief in these Terms, includes Creative Brief (Private).

Creative Brief (Private) means a Creative Brief that is made available to only selected Designers and that will not be publicly accessible through the Creative Marketplace Site. For the purposes of these Terms, any references to Creative Brief (Private) in these Terms, does not include Creative Brief.

You, your and other similar pronoun refers to the Designer or Advertiser participating in the Creative Marketplace and the business or entity that the Designer or Advertiser is authorized to bind to these Terms.

1. Platform and Services

1.1 On the Creative Marketplace site, Consumer Acquisition provides a platform for Designers to find a client (Advertiser) and to sell Creatives to Advertisers who wishes to buy Creatives according to Creative Brief specifications set forth by Advertisers. Consumer Acquisition may also provide services (Services) to Advertisers and/or Designers as part of the platform.

1.2 Advertisers post jobs on the Creative Marketplace Site in the form of Creative Briefs and invite Designers to complete them. An Advertiser's post is an invitation to provide a Creative treatment. It is not an offer that is binding on the Advertiser and is not capable of being accepted. In response to a post, Designers may produce and offer to sell Creatives. A Designer's response and offer of Creatives is an offer that is binding and irrevocable if selected by an Advertiser. If Selected or Accepted, the Advertiser may use the Creatives in accordance with these Terms. The Advertiser is deemed to accept the Designer's offer only if Payment Conditions are satisfied, and the Advertiser shall pay (through the Service via Consumer Acquisition) the Designer in accordance with the clause with the heading Payment.

1.3 Managed Services: Consumer Acquisition provides Advertisers with the option of Managed Services whereby Consumer Acquisition will manage Creative Marketplace services or full Managed Services on behalf of Advertisers. Description of such services are described at http://www.consumeracquisition.com/Advertisers/ and http://www.consumeracquisition.com/managed-services/ respectively. Unless agreed to by Consumer Acquisition in writing in advance, no other services other than the described services shall be provided by Consumer Acquisition to Advertisers.

2. Registration and Eligibility

2.1 In order to access the Services and to offer Creatives or post Creative Briefs, you must first register a Designer's account or an Advertisers account, as applicable. Each participant must have only one account. Accounts must not be shared or duplicated in any way.

2.2 To register and become a Designer, you must be at least 18 years of age and have a valid Facebook account and LinkedIN account.

2.3 To register and become an Advertiser, you must be at least 18 years of age and have valid Facebook advertising account. For other requirements, please see Consumer Acquisition General Terms of Use (https://adrules.consumeracquisition.com/terms/) . Empty Facebook advertising accounts may be immediately suspended without notice.

2.4 You agree that all the information that you provide to Consumer Acquisition upon registration and at all other times will be true, accurate, current and complete.

3. Third Party Providers

Consumer Acquisition may communicate with Designers and Advertisers through third party platforms, to respond to inquiries and feedback and to manage Consumer Acquisition's email communications with Designers and Advertisers. Consumer Acquisition may use other third parties to provide the Services, the Creative Marketplace Creative Marketplace Site and to perform the other transactions contemplated in these Terms.

4. Participant Profile and Project Terms

(a) DESIGNERS:

4.1 Your profile and portfolio posted for the Service must accurately state your experience, skills, and other information that Consumer Acquisition may require from time to time.

4.2 Your profile and portfolio posted for the Service shall not disclose information that Consumer Acquisition prohibits from time to time, including your email address, skype ID, phone number or other forms of contact information.

4.3 You shall comply with all Consumer Acquisition guidelines, restrictions, policies and instructions from time to time relating to your profile and portfolio, including those relating to the use in your portfolio of Creatives that have been Selected or Accepted by Advertisers.

(b) ADVERTISERS:

4.1 Advertisers must provide sufficient detail to allow Creatives to respond with a project, and will respond within 24 business hours to any questions or comments of Designers, updating the project description for all Designers to better respond.

4.2 Advertisers can only use Creatives provided by Designers or Consumer Acquisition inside Facebook or Instagram accounts that are connected to AdRules for tracking and reporting.

4.3 Advertisers cannot replicate any Creatives provided by Designers or Consumer Acquisition until Ninety (90) days post launch.

5. Account Security

Both Advertisers and Designers are required to setup accounts to be part of the Creative Marketplace. You shall keep secret and safeguard, and shall not disclose to any third party, your PIN, password and other account information that is related to your account. You are solely liable and responsible for any activities or actions taken under your account, whether or not you have undertaken or authorized the activities or actions. You shall immediately notify Consumer Acquisition of any unauthorized use of your account.

6. Communication

Advertisers agree to receive Creative Briefs, emails and other communication Consumer Acquisition deems necessary for the purposes of operating the Creative Marketplace Site. Designers agree to receive job posts by Advertisers and such other communications as relevant and appropriate. Consumer Acquisition may notify you of Creative Briefs and otherwise communicate with you with email, using the Services or using any other electronic platforms or means.

7. Modification or Termination

7.1 Consumer Acquisition without prior notice may at any time and for any reason amend these Terms. All amendments are effective when they are posted on the Creative Marketplace Site or otherwise communicated to you (whichever earlier). If you do not accept the amendments, your sole remedy is to cease using the Services and the Creative Marketplace Site. By continuing to access or use the Services or the Creative Marketplace Site, or to otherwise deal with Consumer Acquisition after Consumer Acquisition makes the amendments, you agree the amended Terms.

7.2 Consumer Acquisition may at any time and for any reason modify, discontinue or terminate the Services, the Creative Marketplace Site and these Terms.

7.3 Consumer Acquisition may immediately terminate or suspend your access to the Services and remove any of your Creatives from the Creative Marketplace Site or related servers, if you breach these Terms.

7.4 You may terminate your account at any time by sending an email to support@consumeracquisition.com and request that we "close your account". Consumer Acquisition will process your termination request within 30 working days of receipt of your request.

7.5 Upon any termination howsoever arising,

  1. all rights granted to you under these Terms immediately cease;
  2. Consumer Acquisition is not liable for the termination under any circumstances whatsoever and as soon as reasonably possible will pay you all amounts that have become payable prior to the termination;
  3. Consumer Acquisition may Select or Accept any Creatives there were submitted prior to the termination;
  4. Consumer Acquisition will continue to make ongoing payments for Creatives that are Selected or Accepted after termination pursuant to the terms of Section 13 (Payment) below;
  5. your account (and all its information, data, Creatives and other elements) will no longer be accessible; and
  6. Consumer Acquisition has no obligation to provide you access to any information, data, Creatives and other elements related to the terminated account.

8. Intellectual Property Rights and Ownership

8.1 Advertiser IP License. Advertiser, through a license to Consumer Acquisition and sublicense from Consumer Acquisition to Designer, will grant to Designer a non-exclusive, royalty-free, license to use, reproduce, modify, and adapt the Advertiser IP for the sole purpose of producing the Creatives.

8.2 Advertiser IP Ownership.

8.1 The copyright and other intellectual property rights in and to the Advertiser IP remains with the Advertiser.

8.2 The copyright and other intellectual property rights in and to all creatives submitted by Designer in response to Advertiser's Creative Brief shall be the property of the Advertiser either as a "work made for hire" as such term is used under U.S. copyright law, or in accordance with any similar arrangements under any other applicable law. Nothing in these Terms transfers ownership of any Advertiser IP from Advertiser or Consumer Acquisition to Designer.

8.3 If Advertiser chooses Consumer Acquisition to provide Fully-Managed Services, then Consumer Acquisition will retain all rights to Consumer Acquisition's video and image library content, including layered Photoshop files and video files generated by Consumer Acquisition in providing the Services ("CA Content")_used in the Creatives provided to Advertiser by Consumer Acquisition, Advertiser will receive a non-exclusive, limited license to the CA Content solely for use/display and commercialization as part of the Creative. In addition, if Advertiser chooses Fully-Managed Services, Consumer Acquisition will grant Advertiser and limited and revocable license to use the AdRules software system and platform used for automated management and optimization of advertising campaigns. Consumer Acquisition will retain all rights to the AdRules software system and platform, including all improvements, revisions, and derivative works relating thereto. Consumer Acquisition will further retain all rights in and to the keyword performance and interest groups which Consumer Acquisition may use or develop as part of providing the Service to a given Advertiser.

8.4 Designer IP Representations and Indemnification. You represent and warrant that you own or have the necessary rights, licenses, consents and permissions to grant the above licenses to the Advertisers and Consumer Acquisition. You shall indemnify and hold Consumer Acquisition and the Advertisers harmless from and against any damages, expenses, losses or liabilities that Consumer Acquisition or the Advertiser may suffer or incur arising out of or in connection with a breach of this clause.

9. Designers' Obligations for Creatives

9.1 You warrant the accuracy, completeness, appropriateness, legality or applicability of Creatives. You warrant that the Creatives do not constitute, comprise or incorporate any information, data, elements or attributes:

  1. to which you do not have the required license and right to copy, transmit, display, sub-license, use or otherwise deal with for the transactions contemplated in these Terms;
  2. for which you do not have the consent or permission to deal with, including in the case of natural persons the consent or permission to use that person' name, voice, signature, photograph, likeness and any other attributes; or
  3. that infringes the intellectual property, privacy or any other rights of any third party;
  4. that are unlawful, obscene, harmful, threatening, harassing, defamatory, hateful, unethical, deceptive or inciting of unlawful action;
  5. that contains objects or symbols of hate, discrimination or nudity (including pornography, erotica, child pornography or child erotica);
  6. that you have already uploaded, submitted or posted in other services that are similar to the Services; or
  7. that you have already sold or granted a license (whether exclusive or not ) to any third party.

10. General Obligations of Designers

10.1 The Creative Marketplace Site and the Services may be used and accessed for lawful purposes only. You agree to abide by all applicable laws in connection with your use of the Creative Marketplace Site and the Services. Without limiting the generality of the previous sentences, you shall not:

  1. Access the Creative Marketplace Site or the Services by any means other than the interface provided;
  2. Use information from the Creative Marketplace Site or the Services for any purpose other than its intended purposes;
  3. Engage in any activity that interferes with or disrupts Creative Marketplace Site or the Services;
  4. Share any of your contact information (including email address, skype ID and phone number) with Advertisers or make direct contact with Advertisers outside of the Services;
  5. Upload, submit, post or otherwise transmit any data or file that contains software viruses or any other computer codes designed to interrupt, destroy or limit the functionality of any computer software;
  6. Interfere with the access of any user, host or network related to the Creative Marketplace Site, including infecting these users, hosts or networks with viruses, overloading, flooding, spamming or mail-bombing these users, hosts or networks;
  7. Use Advertiser IP in any way other than to produce the Creatives;
  8. Use Creatives for any purpose other than to post on the Creative Marketplace Site;
  9. Upload, submit, post or otherwise transmit any advertising or promotional materials that offer any goods or services other than Creatives;
  10. Insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than the Creatives;
  11. Scrape or disaggregate data from the Creative Marketplace Site, whether by manual or automated means, for any commercial, marketing, or data compiling or enhancing purpose or to copy, re-post or re-use data from the Creative Marketplace Site for any other service;
  12. Use or provide software or services (including those for downloading, uploading, posting, flagging, emailing, search or mobile use) that interact or interoperate with the Creative Marketplace Site;
  13. Impersonate or misrepresent your affiliation with any person or entity, or otherwise commit fraud;
  14. Use the Creative Marketplace Site or the Services in any manner not permitted by these Terms; and
  15. Abet any other persons to breach these Terms.

11. General Obligations of Advertisers

11.1 The use of Creatives by Advertisers may be used and accessed for lawful purposes only. You agree to abide by all applicable laws in connection with your use of the Creative Marketplace and the Managed Services. Without limiting the generality of the previous sentences, you shall not:

  1. All advertising will abide by all Facebook and Instagram advertising policies: https://www.facebook.com/policies/ads/
  2. Use creative assets provided by Designers or Consumer Acquisition outside Facebook or Instagram accounts that are not connected to AdRules for tracking and reporting.
  3. Replicate any creative asset provided by Designers or Consumer Acquisition until Ninety days post launch of each asset
  4. Contact any Designer introduced to you by the Creative Marketplace outside the Creative Marketplace.
  5. Solicit, encourage, or cause others to solicit or encourage any Designer or Advertiser to terminate their relationship with Consumer Acquisition.

11.2 Advertisers agree and acknowledge that in the event that an Advertiser uses Creatives outside of a connected account as described in this Terms of Service, the Advertiser shall be liable for a penalty payment of $250,000 per each such incident.

12. Confidentiality.

See Consumer Acquisition General Terms of Use, Section 4.1 at https://adrules.consumeracquisition.com/terms/.

12.1 You agree that you will have access to information that is confidential nature to Consumer Acquisition or, when working on Creative Brief (Private) to the Advertiser (Confidential Information). As such, you undertake and agree treat such Confidential Information on the terms set forth in Section 4.1 of the Consumer Acquisition General Terms of Use.

13. Payment

13.1 When the Designer's offer is Accepted by an Advertiser, the Advertiser alone (and not Consumer Acquisition) is liable for paying the Designer the fee for the Creative. The calculation of the applicable fees will be advised to the designers in the Designer Welcome emails or any such equivalent emails. On a case by case basis, and in the sole discretion of Consumer Acquisition, fees may instead be fixed and based on production of the Creative, and not based on clicks and ad performance. Consumer Acquisition will facilitate and use reasonable efforts to ensure payment by the Advertisers.

13.2 Consumer Acquisition will use reasonable efforts to require Advertisers to make all payments within 45 days of Acceptance. After all Payment Conditions are met, Consumer Acquisition shall pay the Designers the corresponding fees on or about the 30th day of the following month.

13.3 Consumer Acquisition's liability to pay the fees to the Designer is conditional upon the satisfaction of all (and not part only) Payment Conditions.

13.4 Consumer Acquisition may withhold payments to the Designer if the Designer is in breach of these Terms.

14. Disclaimer of Warranties

14.1 Advertisers have sole and absolute discretion whether or not to Select or Accept the Designer's offer of Creatives. Consumer Acquisition provides no representations, warranties or other assurances that any Creatives will be Selected or Accepted by any Advertisers.

14.2 Your use of and other dealing with the Creative Marketplace Site and the Services are at your sole risk. The Creative Marketplace Site, Services, and all other materials, information, products and services included in them are provided as-is and as available.

14.3 Consumer Acquisition has no ability to control the Creatives or any information, views, statements, data or materials (Expressions) that Designers or Advertisers upload, publish, express, submit, transmit, say or otherwise make available using the Creative Marketplace Site or the Services. Consumer Acquisition does not verify, edit, curate, moderate or monitor Expressions. Consumer Acquisition is not responsible and accepts no liability whatsoever for the accuracy, completeness, appropriateness, legality or applicability of Expressions by Designers or Advertisers.

14.4 Consumer Acquisition expressly disclaims all warranties of any kind, whether expressed, implied (by the practice of industry, course of dealing, conduct or prior performance) or statutory, relating to the Creative Marketplace Site, the Services and Creatives, including warranties of title, merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.

15. Limitation of Liability.

See Consumer Acquisition General Terms of Use at https://adrules.consumeracquisition.com/terms/.

16. Indemnification

16.1 You agree to defend, indemnify, and hold Consumer Acquisition, its officers, directors, employees, contractors and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in connection with (a) your access to or use of the Creative Marketplace Site, the Services and Creatives; (b) your breach of these Terms; or (c) your breach of any third party right (including intellectual property right, publicity, confidentiality, property or privacy right).

17. Personal Information

17.1 You agree that any information you provide (including personal data) provided in the application form, at Consumer Acquisition's request or otherwise collected in your dealing with the Services, the Creative Marketplace Site or Consumer Acquisition (Personal Information) may be disclosed to:

  1. Consumer Acquisition's affiliates;
  2. third parties, partners, contractors, sub-contractors or suppliers that Consumer Acquisition works with in relation to the Services and the Creative Marketplace Site;
  3. Advertisers;
  4. Professional advisors;
  5. government agencies, statutory boards or authorities in Singapore or elsewhere;
  6. anyone to whom Consumer Acquisition may transfer contractual rights; and
  7. any other party approved by you or as required by law.

17.2 Consumer Acquisition may use the Personal Information, including aggregated or combined with other information for any of the following purposes:

  1. delivering Consumer Acquisition's products and services to you, including contacting you and the management and operation of your Account;
  2. improving Consumer Acquisition's products and services and to conduct research and analysis;
  3. advertising and marketing Consumer Acquisition's products and services; and
  4. managing risks relating to Consumer Acquisition's business, including fraud risk. Personal Information may also be used for other purposes for which you give your specific permission or when required by law.

17.3 Where you provide us with information relating to a third party, you confirm that you have informed and obtained consent, if necessary, of that third party to the processing of that information by Consumer Acquisition as contemplated in these Terms.

17.4 Personal Information may be processed, accessed or disclosed in countries outside the United States when dealing with overseas Advertisers and for the purpose of administering your Account. Consumer Acquisition relies on its distribution partners to provide the appropriate level of security when process such Personal Information in their respective jurisdictions.

17.5 Consumer Acquisition keeps Personal Information for the purposes described above for as long as is appropriate to fulfil obligations under applicable laws.

17.6 You may contact support@consumeracquisition.com to request access to personal information held by Consumer Acquisition about you and to update and correct the personal information. You agree that Consumer Acquisition may impose a reasonable charge to cover the costs of complying with your requests.

18. Third Party Links

The Creative Marketplace Site may provide links to third party websites or resources. You acknowledge and agree that Consumer Acquisition is not responsible or liable for the availability or accuracy of, and Consumer Acquisition does not endorse, recommend or otherwise make any representation or warranty relating to these websites or resources, or their content, products, or services. You accept sole responsibility and risks for all your dealings with these websites or resources.

19. General.

See Section 11 of the Consumer Acquisition General Terms of Use https://adrules.consumeracquisition.com/terms/.